The Spectacular Spider-Man
by ThePurpleArcher24
Summary: Peter Parker isn't your typical teenager. When he was sixteen he was bitten by a radioactive spider and given superhuman abilities. When tragedy strikes, he must learn how to use his newly gained powers while trying to balance being a hero and a normal teenager if he wishes to become "The Spectacular Spider-Man" and save his city.
1. Shocking Origins Part 1

**Hello everyone, so this is a story that I came up with a couple of years ago really but it never really came to fruition until just recently really. So I'm placing this in the movie-verse. So I decided to skip Uncle Ben's death and Peter getting bit by the spider so the story starts a month after all of that. Now I don't know if other Marvel heroes will show up in this story.  
**

**Disclaimer: I don't own Spider-Man or any of his supporting characters. **

_"My name is Peter Parker, when I was ten years old I was dropped off at my aunt and uncle house. During elementary school I made two great friends in Harry Osborn and Mark Allen. I was happy, but everything changed one day last month. During a field trip to OsCorp I was bitten by a radioactive spider and because of that I gained the abilities of a spider. I was afraid of what I was becoming so I hid my abilities not wanting to draw attention to myself but one night after an argument with Uncle Ben…. I ran off and he came after me." _

Spider-Man swung through the city, building to building.

"_He was shot by a mugger who was later identified as Dennis Carradine, unfortunately he was never found by the police and is still on the run." _

Spider-Man landed on top of a building and looked down at the city below him.

"_After that night I swore that I would never allow anyone to get hurt again and I would use my powers to…"_

The sound of police sirens could be heard so Spider-Man looked down to see four cars go zooming past.

"Just for once I'd like to be on time," he muttered before taking off after them.

(!)

Spider-Man swung onto the roof directly across from the national bank. He saw a green armored truck parked in front. A large man wearing a blue Nike jumpsuit stormed out of nowhere and started shooting at the cops who were trying their best to fire back at him but he was using an assault rifle and they weren't able to get a shot in. Spider-Man narrowed his eyes behind his mask then decided to leap into action. He leapt off the roof and swung towards the shooter who spotted him and started shooting at him, He used his spider agility to dodge the bullets and landed on the roof of the armored truck.

Four robbers came running out of the bank each holding one bag of cash and an assault rifle of their own. The moment they saw Spider-Man they started shooting. He jumped landing in front of the armored truck only to see that the man in the blue jumpsuit had gotten into the driver seat. He smiled wickedly at Spider-Man then put the van in gear and drove right at him. Spider-Man bounded onto the front of the truck and pounded on the glass.

"Knock, knock can Mr. Clean come out and play?" he sarcastically said to the drier as the windshield broke into pieces.

One of the robbers who had gotten into the passenger seat grabbed his assault rifle then started shooting at Spider-Man who crawled onto the roof once again.

"Damn it Aleksei, what are you trying to do? Kill us you son of a bitch?" the man shouted at the man in the tracksuit who was shooting. Aleksei glared at the driver telling him that he knew what he was doing.

Spider-Man leaped back down to the hood of the armored truck and started webbing the windshield. Suddenly Spider-Man's spider sense kicked in so he jerked his head up to see the robber in the passenger seat was about to start shooting again, when the robber started shooting, it felt like time had slowed down as he dodged each bullet. When the robber was stopped, he finished webbing the windshield. The van came to a quick halt since the driver couldn't see anything. Spider-Man leaped off the truck and started webbing the truck up into a giant web. He stood there smiling at his work then heard the police sirens. He shot a web line and launched himself into the air, and he swung though the air even swinging past Stark Tower. He continued to swing until he reached a rooftop a few blocks away from his school. He put his regular clothes on over his suit before leaping down to the ground below.

Peter emerged from an alleyway making his way down the street until he reached Midtown High. He entered through the front door looking around the hallway. He sees Gwen, a girl he's had a crush on since middle school standing by her locker but doesn't say anything to her as he walked to his locker. He exchanged his books and shut his locker. He wanted to say something to her but at the last moment decided against it. He made his way to his first class and entered the room and sat down at his desk. He dropped his bag on the ground and laid his head down on his folded arms. He lifted his head when the bell rang and watched as everyone filed into the room including Gwen who took the seat across from him.

He sensed something from behind him so he turned to see that Liz Allen, Mark's sister was trying to get his attention.

"Can we talk after class?" she asked.

He nodded his head and turned his attention back to the front of the room. The teacher Miss Smith entered the room carrying a stack of papers tucked under her arm, which were the tests that everyone had taken last week on Thursday. Peter leaned back in his chair, and watched as she passed back the test, when his arrived he flipped the left corner over and saw that he had gotten a B+ as usual.

(!)

Peter stood outside the classroom and leaned against a locker waiting for Liz who was busy talking to Miss Smith about something. He looked around then saw Sally Avril taping pieces of paper to student's lockers. Liz walked out of the classroom then motioned for him to follow her down the hall. They turned the corner and stood there for a while before he spoke.

"So you wanted to talk to me?" he asked finally breaking the silence.

"First of all are you alright? You look like you haven't been sleeping." she asked him with concern in her voice.

Peter's eyebrows furrowed, _'Why does she care all of a sudden? It's like I told her that I had a crush on her last year in freshmen year and she totally blew me off so she could date Flash _he thought to himself before being broken out of his thoughts when she started snapping her fingers in front of his face.

"I'm fine Liz, what did you want to talk about?" he asked hoping to get straight to the point.

"This Friday is Mark's birthday and of course he's going to want you to be there so make sure you're at our house by six thirty" she said as she pulled the invitation out of her bag and handed it to him.

"I'll be there" he replied as he took the invite then walked off leaving her standing there.

He ignored the glare he got from Flash as he moved towards his locker. He saw that his best friend Harry was already there waiting for him. He didn't say anything to Harry at first as he put his locker combination in, then opened his locker, it was only after getting his books did he finally say something to his friend.

"Yes Harry?" he asked as he slammed his locker shut.

"Are you alright man?" Harry asked him quizzically at the behavior.

Peter rolled his eyes, _'Why does everyone keep asking me that?' _he thought to himself as he pulled his backpack on. He took a deep breath.

"Why does everyone keep asking me that? I'm fine… never better, can we please talk about something else" he replied annoyed.

Harry slowly nodded his head.

"Sure Pete, did you get your invite to Mark's b-day party?" Harry asked.

Peter replied by nodding his head as the two started walking to their next class.

"Well a little birdie told that Gwen was going to be there" Harry said with a smirk as he nudged Peter with his elbow.

Peter tired to fight the smile but was unable to as it slipped onto his face, he quickly nudged Harry back before they entered the classroom.

(!)

Peter stepped outside Midtown with a smile on his face. School was officially over for day and he knew that Aunt May wouldn't be home from work until eight, meaning he had six hours of Spider-Man time. He made his way down the sidewalk until he reached the first alleyway and entered it. He quickly looked around then pulled out his spidey suit. The was suit was a form-fitting spandex bodysuit, which from the waist down was blue, except for the mid-calf boots with a black web pattern on a red background. From the waist up, the fabric is a red-and-black web pattern. His back, sides, and insides of his upper arms, were blue. There's a large red spider outlined on his back and a smaller black spider emblem on his chest. The mask has white one-way mirror lenses rimmed with black. The mask covered his entire head, thereby leaving no distinguishing features including muffling his voice unrecognizable. The boots are composed of a thin material that allowed him to adhere anything through the soles of his feet.

Spider-Man leapt up and attached himself to the side of the building before he started crawling up, just as he was nearing the top of the roof he heard the sweet sounds of police sirens. He reached the top of the building then sprinted across and leaped off the edge allowing himself to freefall to the street below before firing off a web line. The moment it attached itself to a building he used his strength to swing in the direction of the sirens.

(!)

Spider-Man landed on the roof across from the bank, he glanced down to see Police Captain Stacy stepping out of his car so he dropped down from the roof landing onto the hood of the car next to him.

"So what's it this time Captain? Another random act of thievery?" he asked.

Captain Stacy didn't reply, all he did was turn his head to look at him,

"I know…. I know, you're supposed to arrest me but I'm not the bad guy here Mister Stacy, I'm here to help and I'm going to help with or without your support" Spidey said.

"As far as I'm concerned, you saved my men so that's a pass but once this is over then I'm taking you in" Stacy replied.

Spider-Man went to speak but Captain Stacy spoke again,

"The best way into the bank is on the roof through the ventilation shaft."

Spider-Man's eyes went wide under the mask then realized what the police captain was saying so he shot a web launching himself into the air towards the roof of the bank. He looked around then noticed the entrance to the ventilation shaft, so he fired two web lines and yanked off the cover. He ran then dove inside. He fell through the duct. Once he landed he crouched down and started crawling. As he crawled he peered down into each grate to see if he could see anything at all. When he doesn't he continues onwards until he reaches another drop which leads to a grate. Spider-Man takes a deep breath before dropping down through the grate landing on the ground below unfortunately when he stands up his spider sense went off and that's when heard the sound of guns being cocked so he looked around to see that he was surrounded by men wearing ski masks pointing their assault rifles at him.

"Son of…."

**And I'm going to end it there for now, I had fun writing this chapter really. I hoped you all liked it and hope to have chapter 2/Episode 2 up next Saturday morning as they are going to be the uploading date for the story. **


	2. Shocking Origins Part 2

Spider-Man kept his hands up in the air.

"So what do we do with the freak? The boss isn't going to like that fact he's still alive" a thug to his right said keeping his gun trained on Spider-Man's head.

Spider-man currently had multiple things running through his head trying to find a way to get out of his current situation.

"I say we kill the bug, right now then get rid of the body" the thug continued as he jerked his gun towards Spider-Man.

Another thug finally spoke up.

"No, the boss said if the spider shows up then we keep our eyes on him until he gets here.

"Yeah… hi, excuse me?" Spider-Man said catching their attention, "Yeah not trying to be rude or anything but… um yeah so this isn't some sort of robbery is it? You did all this just to get my attention? Listen that's flattering and all but…." Spider-Man said trying to distract them when the next thing he knew his spider sense starts going crazy and so he back flips out of the way just as one of the thugs opened fire on the spot where he once stood causing the other thugs to leap out of the way.

"Someone has a itchy trigger finger." Spider-Man said from the wall to the left of the thugs.

Before anyone could react, Spider-Man pressed off of the wall webbing two thugs up against each other, then pulled his arms out in opposite direction causing the two thugs to ram into another one of the thugs. Spider-Man landed on the ground and that's when his spider sense went off again as he hears the sound of clapping from behind him so he turned to see a light skinned man standing in the doorway. He was wearing a yellow pullover hood with a dark brown vest over it. Spider-Man's eyes widened in realization under his mask when he recognized whom the man standing before him was.

"Herman, my man what a surprise, what's a two-bit thug like you doing here?" he asked with his arms out in the air. "Wait… did you organize this little shin-ding just for me? You shouldn't have" Spider-Man quipped in mocking surprise.

Herman chuckled before stepping forward.

"I'm glad you think this is funny spider-punk but this is where you meet your end" Herman said as he raised his arms to reveal that he was wearing two metal gauntlets on his arms.

Before Herman could push the buttons with his thumbs Spider-Man shot a web and it struck Herman square in the face. He jumped up and back flips over one of the thugs behind him swung the butt of his rifle at him, and landed on the wall then fired multiple webs at each thug's guns then yanked hard pulling them out of their owner's hands. He launched himself off the wall and quickly fired more webbing as he webbed the guns to the wall up out of the thug's reach.

"All right Herman, so now that your boys here no longer have their toys how about we talk low life to spider okay?" Spider-Man said with a chuckle.

Herman growled in annoyance then lifted his arms up and finally pushed the buttons on his gauntlets firing off Vibro air blasts. Spider-Man leapt out the way just as the vibro blast hit the wall where he once was. Herman continued to fire off in every direction that Spider-Man went. As he did this the building started to shake. _'I have to finish this before he takes the whole building down' _Spider-Man thought to himself. He was able to fire another web line hitting Herman in the face again this time, when Spider-Man hit the wall he bounced off and tackled Herman out of the room.

Both scrambled to get to their feet. Herman brought his hand up to fire off another vibro blast but Spider-Man was quicker and jumped into the air as he fired a web line which attached itself to Herman's gauntlet then Spider-Man went over Herman and landed behind the thug. He pulled the web line back making Herman's gauntlet attach itself to Herman's chest.

"Now don't go firing that thing off now, Herman or you'll have a big ol'bruise or, worse," Spider-Man said as he patronizingly patted Shultz on the shoulder.

Herman tried to pull his arm away from his chest but was unable to do so, so he quickly spun around to fire off his second gauntlet but Spider-Man caught his arm then using his strength crushed the gauntlet around Herman's wrist. Herman fell to his knees in pain and defeat then looked angrily up at Spider-Man.

"I'll make you pay for this one day spider, I swear that I'll make you pay" Herman growled through gritted teeth.

"Yeah, yeah that's what all you guys say" Spider-Man said as he opened a window and jumped out swinging away just as the NYPD came storming into the place.

(!)

Peter emerged from the alleyway after changing out of his suit back into his regular clothes. He walked down the sidewalk making sure not to bump into anyone as he made his way to his favorite café, The Daily Grind, which he visited frequently one of the reason's he liked going there was because his cousin Ben worked there. Ben was Peter's cousin from Aunt May's side of the family as he was the son of Aunt May's sister April. Peter pulled out his cell phone to check the time. He had to make sure he still had some time to get home before Aunt May got off work. He quickly slipped it back into his pocket, as he got closer to Daily Grind. He pulled open the door and was met with the usual crowd that he saw whenever he would come here.

The person he saw sitting at the front of the café was Desiree Winthrop, a model and regular at the Café. Sitting in the far back was a slightly overweight man, with short dark brown curly hair that reached down past his shoulders. He also had a dark brown beard that was neatly groomed. He was another regular at the café, his name was Buzz or at least that's what Peter thought because he was pretty sure no one really knew his name so everyone called him Buzz. Peter made his way over to the counter and saw a boy around two years older than himself standing behind the counter. The boy's name was Devon Lewis, the son of Shirley the owner of Daily Grind.

"Hey Devon, is Ben around?" Peter asked.

"Nope" Devon responded.

"He does work today right?" Peter asked.

"He's late like always" Devon replied with a hint of annoyance in his voice.

"Sooo… Anyways can I get a large Pepsi and a poppy seed muffin?" Peter asked changing the subject.

Devon didn't respond as he rung up Peter's order. Peter gave him his money then walked over to an empty booth and took a seat. Whenever he talked or tried to talk to Devon, he always got the impression that Devon didn't like Ben. Peter reached into his backpack and pulled out his geometry textbook and his notebook. He had just flipped his textbook open when Devon walked over and placed his muffin down on the table.

The front door opened and Ben walked in, he smiled when he saw Peter but it was quickly replaced with a frown when he saw Devon.

"You're late Reilly" Devon said.

"Actually Lewis, I'm early because I talked to your mom and I now start at five so yeah nice try" Ben replied with a triumphal smirk on his face.

Devon rolled his eyes.

"Whatever" he muttered then walked off into the back.

Ben flashed a smile at Desiree as he walked past her table making a beeline straight to where Peter was sitting.

"How is my favorite cousin doing today?" Ben asked as he took Peter's soda and took a sip before putting it back down.

"Fine, just another day of school" Peter replied.

Ben studied his cousin's face for a moment then spoke.

"Riiggghhhhttttt" Ben said with an even larger smirk on his face.

Peter looked at his cousin confused.

"Have you talked to Gwen yet?" Ben asked with the same large smirk.

Peter rolled his eyes at Ben's question; he should've known that Ben would tease him about the crush that he's had on Gwen since middle school. The teasing was a common occurrence whenever Peter would hang out with his cousin. Whenever Peter asked him to stop, Ben replied by saying that it was his job as Peter's older cousin to tease him about things like that.

"I saw her by her locker but… but I chickened out again" Peter replied before dropping his gaze back down to his math textbook in front of him.

"C'mon Pete, you have to do talk to her or you'll have another Liz situation" Ben said.

"No, I asked Liz out and she turned me down so she could go out with Flash" Peter responded correcting his cousin's statement.

"Tomato, tamato" Ben replied waving off Peter.

Peter was about to say something when the sound of sirens could be heard. He looked over his shoulder to see fire trucks zip past the café. Peter looked back towards Ben.

"I better getting going, Aunt May will have a spaz if I'm not home when she gets home" he said as he quickly thought of an excuse to leave.

Before Ben could say anything Peter quickly ran out of the café into a nearby alley.

(!)

Spider-Man landed on a rooftop directly across from an apartment building that was on fire. He peered down the streets to see fire fighters doing their best to fight the fire but it appeared that none of them could enter the building because of the flames blocking the door. Spider-Man looked back up at the building and saw an open window. He backed up a few feet and looked at his surroundings. The first thing he saw was furnace pipe sticking out of the roof so he fired a web line at the pipe then fired another web line at another metal object on the roof.

'_You can do this Parker, you can do this' _he thought to himself as he was trying to psych himself up. He was about to attempt something had hadn't done before. Spider-Man slingshot himself off the roof and sailed through the air diving through the open window feet first and landing inside.

He looked around at his fiery surroundings and made his way down the hall. He came to the first door and kicked it open. He entered the room and saw that thankfully no one was in there so he left and made his way to the next door, he coughed as he broke the door down and entered. He looked around then he saw that someone was hiding under a table. He walked over and saw a small boy hiding underneath the table.

"Hey little guy, it's okay I'm not going to hurt you" Spider-Man said as he slowly put his hand out to the little boy. "What's your name?" he said as he tried to keep the boy calm.

"Miles" the boy responded.

"Hi Miles, I'm Spider-Man and I'm going to get you out of here okay?" Spider-Man said.

Miles nodded his head then he reached out and took Spider-Man's hand allowing Spidey to pull him out from underneath the table into his arms. Spider-Man looked around then started making his way to the front door. As he got near his spider-sense kicked in just before the ceiling came crashing down blocking their exit. _'Great… that's just great' _Spider-Man thought to himself as he turned around looking for a new exit from the burning apartment. That's when he realized that the only way out was through the window so he ran over to it carrying Miles and pulled the window up placing Miles outside on the fire escape then climbed out himself. Picking up Miles again he jumped up onto the railing of the fire escape.

"Hang on tight Miles" Peter said before leaping from his spot. As they fell he shot out a web line and the moment he felt it attach itself he swung his body making them swing out of the alleyway to the sidewalk in front of the building.

"MILES!"

Both Spider-Man and Miles turned to see a man and a woman rushing towards them. Spider-Man stepped back as the man picked Miles up and hugged him, the woman grabbing and holding both of them. Spider-Man watched smiling under his mask as Miles reunited with his parents then turned to leave.

"Spider-Man."

Spider-Man stopped and turned to face Miles' parents.

"Thank you for saving our boy" the man said as his wife nodded at him tears streaming down her face still tightly embracing Miles.

"Just doing what anyone else would sir," Spider-Man said before firing off a web line and swinging away as more NYPD came onto the scene.


	3. Shocking Origins Part 3

**I just wanted to thank Deadman68 and Hearts of the Demon for the reviews and to everyone who is following or favorited the story.**

Peter awoke to his alarm clock blaring. He slams his hand down breaking it into pieces. He groans when he sees the broken clock.

"Third one I've broken." he mutters as he slowly climbs out of bed.

He walks past the mirror hanging on the wall outside his bedroom but stops and turns back to look at himself and notices the difference of his body. Instead of a flat stomach it was toned with very defined abs. He rubs them once and nods his head then entered the bathroom where he preceded to shower. Peter knew that there was something different about him and he believes it all started when he found the spider bite on the back of his neck last month but then the sudden change in his appearance and the new found strength happened. He couldn't explain it, but he did love the change in his body enough to not want to think about it or why it happened. He left the bathroom and changed into fresh clothes, which consisted of dark blue jeans, a white t-shirt and a grey Midtown High hoodie.

Peter made his way downstairs then entered the kitchen to see his Aunt May standing there drinking coffee, he didn't say a word to her as he grabbed some bread and popped it into the toaster.

"You're up early," she said before taking a sip, he opened the fridge and pulled out a small bottle of orange juice then said,

"Yeah, I decided I wasn't going to let the bus drive off without me again so I'm going to take the subway this morning instead." he said as he catches the toast as they pop out of the toaster.

Peter places the two pieces of toast on a plate before grabbing a knife from the drawer then starts spreading the butter, when he was done he places his juice pouch in the front pocket of his jeans, picked up his book bag and slung it over his head allowing it to rest on his right shoulder.

"Have fun and be careful please," Aunt May said.

"I will, bye Aunt May," he said giving her a kiss on the cheek before grabbing his food and leaving the house. He made his way down the sidewalk going straight to the subway; he paid for his admission then stepped onto the train.

(!)

Peter walked up to the front of the school but stopped when reached the large water fountain in the middle the quad. He looked around then pulled out his camera from his backpack before stepping back so he could get the whole fountain in the frame before taking the picture. He lowered his camera and started to look around for something else he could take a picture of when he heard a commotion coming from the tables on the other side of the fountain. Peter makes his way around to the other side and isn't surprised to see a mob of students surrounding something so he makes his way over and begins to push his way through the throng of students.

"Excuse Me," he says as he makes his way through.

Once he reaches the middle of the crowd he isn't surprised to see that it was just Flash bullying another student. Flash had the boy up in the air face down onto his breakfast. Peter shook his head at Flash's antics and started walking towards them.

"Hey Parker, just in time. Take a picture" Flash said with a smile.

"C'mon Flash, put him down" Peter said.

"Take the picture Parker" Flash said ignoring Peter's plea.

Peter shook his head then he knew that he had to do something that would make Flash angry.

"PUT HIM DOWN EUGENE!" Peter shouted.

Peter watched as Flash dropped the boy on the ground so he placed his camera down on a nearby table then made his way towards the boy to help him. His path was blocked when Flash stepped over the boy getting in Peter's way. Peter went to move around Flash but the jock grabbed Peter by the collar of his hoodie then hit with a right hook square in Peter's jaw knocking him down to the ground.

"Should've stayed out my business Parker" Flash growled before kicking Peter in the stomach. He went to kick Peter again only to stop when a familiar face stepped between Flash and Peter who was still lying on the ground.

The person was none other than Mark Allen, Liz's brother who had just recently been released from juvie.

"Allen…. I didn't know you were coming back today" Flash said clearly afraid of Mark's sudden appearance.

"Heard you were picking on my friends again I decided to give myself an early birthday gift" Mark replied staring in Flash's eyes.

"I…. I have to get to class" Flash bumbled before walking off.

Mark shook his head then turned to face Pete who was sitting up on the ground.

"You just can't keep out of trouble can you?" Mark asked with a smirk.

"If I did that then you wouldn't be able to play hero" Peter quipped back with a smile.

Mark chuckled then offered his hand out to Peter who took it allowing the older Allen to help him to his feet.

"Well just try and stay out of Flash's way okay?" Mark asked.

Peter nodded his head then watched as his best friend walked off into the school; Peter let out a deep sigh then walked over and picked up his camera.

"That was stupid" came a girl's voice from behind Peter making him turn to see Gwen standing there. "Brave… But stupid" she said then walked off leaving him standing there.

(!)

Herman sat on his cot in his cell. He stared at the wall across from him. On the wall was a picture of Spider-Man. He rocked back and forth as he thought about what had happened at the bank yesterday when he was stopped by Spider-Man.

"I had him, I almost had him, All I need is one more shot and finally I'll make Spider-Man pay" Herman growls, muttering to himself.

Herman's head shot up when the lights in his cellblock went out. He slowly got up to his fee then made his way over to the cell door. He peered out through the bars but he saw nothing so he turned around only to jump when he saw someone standing in the middle of his cell staring back at him.

"Your actions yesterday at the bank were was quite unimpressive I must say" the man spoke with an old English accent.

"Yeah, who the hell are you?" Herman asked.

"Who I am is of no concern at the moment Mister Shultz, I am here because I have a proposition for you" the man said.

'What the hell could you offer me?" Herman spat.

The man didn't reply as he walked over to Herman's cot then placed a sliver briefcase down on top, the man unlocked the case then after lifting the lid he turned the case so it was facing Herman. Shultz looked down to see that a suit, similar to the outfit he wore at the bank but it appeared to be more armored.

"What's this?" Herman asked the man.

"Your one more chance" the man said.

Herman didn't respond as he walked over to the bed and picked up the mask that was inside. As he stared at it a smile crossed his lips.

"Are you in Mister Shultz?" the man asked.

"Call me Shocker." Herman replied with toothy grin.

(!)

School had been short due to a gas leak so everyone was allowed to leave school early. Mark, Liz, Gwen, Harry and Sally were all going to have lunch at pizzeria just a few blocks away from the school. Peter had been asked if he wanted to join them, which he was going to decline but didn't get the chance when Harry accepted for him. Peter allowed the girls to walk ahead before pulling Harry and Mark aside.

"What the heck are you doing guys?" he asked him, Harry chuckled then said,

"You need this man just go with it." Harry says before he runs to catch up to Liz and the two started talking about their project.

"Besides, you like Gwen and I'm pretty sure she feels the same way so go with it" Mark added before running to catch up with the group.

Peter grumbled under his breath then quickly ran to catch up as well. A few minutes later Peter and Gwen walked along side each other and neither one of them spoke as they made their way to the pizza parlor, as they neared their destination a woman who was pushing a baby stroller lost her grip allowing the stroller to go rolling past the two of them because of this Peter felt his spider sense go off and that's when he saw the stroller. He didn't say anything as he took off after the stroller, he leaped and grabbed a branch from the tree and after swinging a few times he released and landed in front of the stroller before it reached the street.

The mother of the baby came running towards him and the first thing she did was make sure her baby was safe. After doing that she thanked Peter before leaving, he turned just as Liz, Harry, Mark, Sally and Gwen came running over to him, Gwen walked over and engulfed him into a hug catching him off guard and making him blush, Harry and Mark seeing their friend's predicament started laughing. Peter quickly tried to hide his face when Gwen pulled away from him. The group of friends entered the pizzeria. Peter rubbed the back of his neck as he and Harry walked up to the front counter to get the food while Mark and the girls grabbed a table.

"Soo…" Harry said as he nudged Peter in the arm, "Are you going to finally ask Gwen out?" Harry asked him with the biggest grin he could muster.

Peter let out a sigh and went to respond when suddenly his spider sense went off making him turn around and look out the window of the pizzeria just as multiple NYPD cruisers came zooming past. Peter turned his head to see that Harry wasn't paying attention, so he sprinted out the door and the moment he was outside he ran to the alleyway next to the pizzeria.

(!)

Shocker walked out of the bank carrying the two bags of money had taken out of the vault from the back of the bank. As he made his way down the steps outside, he heard the sound of police sirens getting closer to his location. He dropped the bags as the cops got closer to the bank. Shocker rolled his shoulders as he walked out onto the street meeting the cops halfway. Without hesitating he fired off two vibro-blasts from his newly upgraded gauntlets blasting two police cruisers and sending them flying sideways nearly hitting civilians that were running away from the scene. Shocker turned his head to face the next police car coming at him. He instantly recognized it as Captain Stacy's car, so he fired off another vibro-blast, hitting it and sending it flying backwards.

Captain Stacy held onto the steering wheel of his car as it was sent flying backwards through the air, images of his family, his wife Helen and daughter Gwen flashed through his mind. He closed his eyes awaiting the impact of his vehicle hitting the street. His eyes shot open when the impact never came, he opened his eyes and looked around. He realized that the car hadn't hit the ground but hung a few feet above it. The next thing he realized was that he and the car were both upside down.

'_What the hell' _he thought to himself.

Suddenly his car was flipped up into the air then caught again, he turned his head to the right and was shocked to see that it was Spider-Man who had caught his car, saving his life.

"Spider-Man?" Captain Stacy stuttered clearly shaken by the experience.

"Howdy Captain, mind if I tag in?" Spider-Man replied before lowering the car to the ground.

Spider-Man opened the car door and helped Captain Stacy out of the car. Spider-Man watched as Captain Stacy quickly made his way to safety before leaping over the car and landing on the ground.

"All right Herman I think…" he stopped when he saw the new suit. "Whoa Herman, my man, you got yourself an upgrade nice!" Spider-Man said clearly impressed by Shocker's suit.

"The name is Shocker now bug" Shocker growled as he quickly fired off a vibro-blast, but Spider-Man leapt out of the way making the vibro-blast strike Captain Stacy's car instead.

"Come on Shocker, you know I can beat you so just give up now!" Spider-Man said as he landed on the ground.

Shocker stared at Spider-Man for a brief moment before turning and firing off a vibro-blast at a sign hanging off a building. Spider-Man's eyes widened underneath his mask as he saw it falling towards a little kid. Spider-Man leapt forward and fired a webline at a building pulling himself towards it. The moment he lands on the building, he turned then fired two weblines at the sign and used his strength to stop the sign from falling further and hitting the small child. Spider-Man saw the child run off so he dropped the sign to the ground.

"That was a close…." He started to say only to get struck by a vibro-blast making him fall and hit the ground hard. "Ow… now I know how it feels it be put inside a blender" Spider-Man muttered as he groaned in pain. He looked up only to see Shocker standing over him pointing both gauntlets at him.

"Say goodnight bug" Shocker growled.

**Thanks for reading, hope you leave your thoughts in a review.**


	4. Shocking Origins Part 4

Ben walked out of Midtown High with a smile on his face. He was happy about getting a half day as he had some overdue homework that he needed to finish, or his grades would fall. He didn't want to disappoint his mother April, or he would have to stop working at the Daily Grind after school. He also was glad he didn't have to take the test in his Algebra 2 class, a test he hadn't studied for despite knowing about it for a week before today.

"Hey, Reilly, wait up."

Ben stopped then turned to see his best friend Ava Ayala running to catch up with him. The two had been friends since childhood as they had lived next door to each other. She had been there when Ben had lost not only his father but his uncle Ben who he had been named after too.

"So, since we off school, what are you going do the rest of the day?" Ava asked him.

"Well, I don't have to be at the Grind until five-thirty, so I have no idea" Ben replied.

"Want to go get some pizza?" she asked him.

"Sure, my treat" he responded.

The two friends made their way down the sidewalk towards the pizzeria that was one that was a hangout spot for high schoolers for years.

"So, Ben, I've been meaning to ask how Peter's been?" Ava asked as they started walking across the street.

"To be honest I'm worried about Pete. Aunt May told me that he comes home late and sometimes with bruises on his face. I would talk to him about it, but I don't know, I guess I'm afraid he'll shut me out" Ben replied with a defeated sigh.

The two friends entered the pizzeria. Ava walked off to get a table while Ben walked up to the counter to order the food. As he got closer he saw Harry standing at the counter alone trying to balance too many plates and drinks. Ben knew he wouldn't be able to carry them alone.

"Hey Harry, need some help?" Ben asked the younger Osborn.

"Um actually Peter is…." Harry started to say only to stop when he saw that his best friend was nowhere to be seen. "Yeah… yeah I guess I do" Harry replied a little annoyed.

Ben grabbed the pitchers of soda while Harry grabbed the pizzas. The two made their way over to the table where the others were sitting.

"Hey Harry, where's Pete?" Mark asked.

"Dunno, I turned around and he was gone" Harry replied.

"How long has this been going on?" Ben asked.

"I think it started about a month ago" Harry responded.

Ben furrowed his eyebrows, he was shocked by the news that Peter had been ditching his friends. He needed to confront his cousin and he needed to do it soon.

(!)

Spider-Man saw his life flash before his eyes. When the images were gone he saw Shocker still standing over him. _'Think Parker Think' _he thought to himself. He needed to figure a way out of his current predicament. He looked around but found nothing he could use at the moment.

"Any last words bug?" Shocker sneered.

Spider-Man opened his mouth to say something, when something striked the side of Shocker's mask. It ricocheted off and hit the wall of the building in front of Shocker. Shocker turned his head to see that it was Captain Stacy who had taken a shot at him. Spider-Man used the momentary distraction and he fired off two weblines at the building and pulled himself to the building wall. Then used his strength to push off the building. He slid between Shocker's legs and fired off two more weblines which attached themselves to Shocker's shoulders. He pulled them hard making Shocker fall face first into the ground.

"Come on Herman, we can end this now and nobody has to get hurt" Spider-Man said trying to reason with Shocker.

"I ain't gonna stop till your dead" Shocker growled as he got back up to his feet.

He brought his arm up and fired off a vibro-blast at the webslinger who quickly moved out of the way. Shocker kept up the attack as he continuously fires off vibro-blast after vibro-blast, but Spider-Man barely dodged each blast. The last blast nicked Spider-Man on the arm putting a rip on the suit. Spider-Man landed on the ground and held his arm in pain. He pulled his hand away and saw that he was bleeding from the hit.

Spider-Man looked around. He needed to figure out a way to end this fight before anyone else got hurt or worse. He looked down and his eyes landed on something behind Shocker which made his eyes go wide. He just needed to get Shocker in the correct position in order to pull off his next idea. Shocker powered up his gauntlets once more. Spider-Man acted quickly and fired off a webline hitting Shocker in the face taking away Shocker's vision momentarily. Spider-Man then fired off two more weblines. They flew past Shocker who was still trying to remove the webbing from his visor and hit the fire hydrant standing that was directly behind the thug. Spider-Man used his strength and pulled hard, pulling the hydrant off its foundation and sending all of the water flying straight at Shocker hitting him in the back knocking him down to the ground.

Spidey quickly webbed Shocker's body to the ground before webbing up the hydrant cutting off the water from overflowing into the street. Spider-Man walked over and pulled Shocker's gauntlets off then webbed them up before holding them out to Captain Stacy who was slowly making his way over to them.

"I think you can take it from here Cap' tin?" Spider-Man said as Captain Stacy took the gauntlets away from Spider-Man who fired off a webline which pulled up him into the air and he swung off.

As Spider-Man swung through the air, his cell phone started going off, so he carefully pulled it out of its pocket in his belt.

"Hello?" Spider-Man said as he swung.

"_Is this Peter Parker?" _a man said on the other end.

"This is, who is calling" Spider-Man asked confused.

"_This is Doctor Curtis Connors, I'm calling about the application you sent in for the internship a month ago" _the man said.

Spider-Man landed on a nearby rooftop. He slapped his head at the fact he had forgotten about the internship application he had sent in for OsCorp. He pulled his mask up over his nose before responding.

"Of course, I'm sooo sorry I should've called but I lost my uncle last month and I lost all focus…" Peter said trying to explain his actions.

"_Mister Parker, I understand and I would act the same way if I had lost someone close to me as well" _Doctor Connors replied.

"But if possible I would love to still intern for you at OsCorp." Peter said hoping that he hadn't lost out on the internship.

"_How about you swing by my lab at OsCorp and we'll talk some more" _Doctor Connors said.

"I'm on my way"Peter replied before hanging up.

He pulled his mask back down then ran and leapt off the roof of the building and let out an exhilarating shout of glee as he swung towards OsCorp.

(!)

"This is awesome" Peter exclaimed at the sight of Dr. Connors' lab.

He had never seen a lab with so much equipment like the labs in OsCorp. He walked around the lab making sure not to touch anything. Dr. Connors watched the excited Peter and that's when Connors got an idea. He cleared his throat catching the young Parker's attention. Seeing that Connors wanted to talk to him, Peter made his way over to the doctor then said,

"Yes Doctor Connors?" to which Connors replied,

"How would you like an internship? It would be non-paying, but I could really use the help around here and if you know anyone else who would like an internship, I could use a few more hands."

Peter's eyes lit up and shook his head with a smile on his face.

"Excellent, you can start Friday after school if that's okay" Connors said smiling.

Peter again nodded his head in excitement, The two men said their goodbyes then Peter walked out of Doctor Connors' lab and made his way towards the elevator but as he drew near that's when the elevator doors opened and none other Norman Osborn stepped out running directly into Peter knocking the sixteen year old hero down to the ground.

"Peter, my apologizes I didn't see you there" Norman said sincerely when he saw Peter laying on the ground.

The CEO offered his hand to Peter which the young Parker accepted allowing Norman to help him to his feet. Norman gave Peter a soft smile.

"So how is school going Peter?" he asked.

"It's going good, usual A's or A- 's" Peter replied with a look of accomplishment on his face.

Norman placed a hand on Peter's shoulder and patted him a little too hard for Peter's liking.

"That's great Peter, I always hoped that Harry would put more effort into his work and show the same interest that you do for your grades" Norman said then started walking away to stop and turn back when Peter started talking to him.

"Don't be too hard on Harry, Mister Osborn he's grades are better than half of the football and basketball teams combined" Peter said then pressed the down button on the elevator.

Norman gave him a short nod then made his way into Dr. Connor's lab. The smile that had been present on Norman's face during his conversation with Peter faded quickly as he walked through the lab doors. He made his way over to the nearest table just as Doctor Connors emerged from his office. Doctor Connors stopped short when he saw his boss standing in the middle of the room. He knew why Norman was there but at the same time knew that Norman wasn't going to be pleased with the news that Connors had for him.

"Mister Osborn, what do I owe the pleasure?" Connors asked despite knowing the answer to his question.

"I have to check on your progress of re-creating Richard Parker's work on cross-species genetics" Norman responded without looking up from the paper he was reading.

Connors took a deep breath before speaking.

"I've tried finishing Richard's work but without his completed notes I'm going to have to start from scratch which will push back any timetable we have set forward" Connor's replied calmly hoping that Norman would understand their current situation.

"I gave you everything we were able to acquire from the Parker household. You have a month Connors to re-create the work you can start finding a new line of work" Norman growled then stormed out of the lab leaving a dejected Connor standing alone in his lab.

(!)

Spider-Man carefully swung through his quiet neighborhood hoping not to wake anyone who was sleeping or alert anyone to his presence as he made his way to his home. He landed on the roof of the house right next door then ran and leapt to the roof of Aunt May's house. He crawled down then over to where the window to his bedroom was located. He reached over and gabbed the window and slowly started to pull it up incase Aunt May decided to walk past his bedroom as he was opening it.

Peter crawled through his bedroom window. He crawled above his window then slowly pushed it shut with his foot. He crawled up onto the ceiling then made his way over to his bedroom door. Seeing that his bedroom door was opened he shot a webline at the door then started pulling it closed. He released the webline and dropped down to the ground before closing the door completely. He let out a sigh of relief then turned around only to come face to face with his Cousin Ben who was sitting at his desk. Ben stared in shock then allowed the object in his hands to fall to the ground making a loud sound when it hit the bedroom floor.

"_What was that?" _came Aunt May's voice.

Peter quickly spun on his heels and opened the door a crack and yelled back.

"Ah…. Nothing May, I just dropped something" Peter yelled before closing the door and turning back to face Ben who was still staring at him in complete shock.

"Pete… You're, you're Spider-Man" Ben said completely astonished.

"What… What are you doing here?" Peter asked his cousin worriedly.

"No, you don't get to change the subject on me" Ben said as he got to his feet then started pacing back and forth trying to make some sense of what he was currently seeing before him but failed to come up with a valid explanation.

"Okay, Ben sit down" Peter said as he realized that he had no choice, he had to tell his cousin the truth. He waited until Ben walked over and took a seat on Peter's bed.

"It all started a month ago…"

**First of all thanks for the reviews very much appreciated, now I thought it would be fun to come up with a fan casting so that you could have a face to put to the characters. This isn't every character but the ones that I have on the top of my head. Some came from a fan casting I did years ago while I did some just now so enjoy.**

**Tom Holland as Peter Parker/Spider-Man  
Dove Cameron as Gwen Stacy  
Dylan O'Brien as Harry Osborn  
Marisa Tomei as Aunt May  
Jason Issacs as Norman Osborn  
Alan Ritchson as Flash Thompson (New)  
Alexandra Daddario as Liz Allen  
Matthew Daddario as Mark Allen  
Ian Anthony Dale as Doctor Curtis Connors (New)  
Bruce Greenwood as Captain George Stacy (New)  
Bokeem Woodbine as Herman Shultz/Shocker  
Jason Alexander as Otto Octavious/Doctor Octopus  
Zac Effron as Ben Reilly  
Sandra Bullock as April Reilly  
Victoria Justice as Ava Ayala/White Tiger (New)****  
**


	5. The Beetle

**Hey everyone, I'm back finally with another chapter for my Spider-Man story, sorry for the wait things have been slightly complicated for were I didn't have any motivation for writing so the updates will be a little slow but it will happen as I want to finish telling Peter's story. Anyways If you did notice at the end of the last chapter I posted a fan cast for the story so you could put faces to the characters as if you were watching a movie or tv series. Anyways I posted it again here but I changed up the cast for certain characters. I hope you like the changes and I hope you like the chapter as we introduce two new villains and one hero who will make a guest appearance once in a while. Everyone marked New is either a change for the character or is newly introduced in the story.**

**Cast/Likeness Used:**

**Tom Holland as Peter Parker/Spider-Man  
Dove Cameron as Gwen Stacy  
Dylan O'Brien as Harry Osborn  
Marisa Tomei as Aunt May  
Jason Issacs as Norman Osborn  
Alan Ritchson as Flash Thompson (New)  
Alexandra Daddario as Liz Allen  
Matthew Daddario as Mark Allen  
Ian Anthony Dale as Doctor Curtis Connors (New)  
Bruce Greenwood as Captain George Stacy (New)  
Bokeem Woodbine as Herman Shultz/Shocker  
Jason Alexander as Otto Octavious/Doctor Octopus  
Zac Effron as Ben Reilly  
Victoria Justice as Ava Ayala/White Tiger (New)  
Ice Cube as J. Jonah Jameson (New)  
Neil Patrick Harris as Dr. Miles Warren (New)  
**

**Replies to reviews:**

**redbird12: I'm glad you liked the story so far, yeah I wanted to do something different and since I know that the clone saga is really well liked I thought making Ben Reilly his cousin instead would be a lot better. I got the idea for Mark from The Spectacular Spider-Man cartoon just without Goblin being involved.**

**BrOkenThOrn: I will have an idea for a team up but I won't be with The Avengers per say, I don't have the full details worked out just yet but it will be the next story in the universe.**

**Heart of the Demons: Thank you for your constant support starting with The Batman, it means a lot to me. **

"So, let me see if I understand this, one month ago during a field trip to OsCorp, you were bitten by a spider?" Ben asked as he was pacing back and forth in front of Peter who was sitting at his desk.

"Not just any spider, it was one of their genetically modified ones, it was part of their cross-species genetics program" Peter said.

"And now you have the same abilities as a spider?" Ben asked him. Peter responded with a nod, "But why go out and risk your lives for people you don't know?" Ben asked him.

Ben saw Peter's shoulder's slump, which meant he might not like the answer.

"Because of Uncle Ben" Peter replied solemnly.

Ben stopped pacing then turned to face his cousin, he felt sadness slowly build up inside of him as he started remembering that day he heard about Uncle Ben's murder. The young Parker could feel tears beginning to form at the corner of his eyes, so he quickly wiped them away.

"That night, we got into an argument, so I stormed off and he came after me. I… could've…no, I should've stopped him, but I didn't and because of me, Uncle Ben is dead" Peter said as tears started trailing down his cheeks.

His cousin walked over and pulled him into a hug.

"I could've stopped the guy after he robbed the store, but I was angry at the clerk for being a jerk so I ignored his call for help" Peter said still crying.

Ben pulled away and looked at Peter with concern in his eyes.

"So that's why I'm doing this because I realized that when you can do the right thing then you do, if you don't that's when the bad things happen…." Peter stopped and took a deep breath. " and they happen because of you" he finished then walked over and took a seat at his desk again.

Ben stood there quietly for a moment. He reached up and scratched the back of his head. He was about to say something when a bright light shone into the room. The two boys looked over at the window and their eyes widened in shock when they saw the sun was rising. Their attention was turned to the sound of knocking on Peter's bedroom door and they both knew who was on the other side.

"Peter are you up? I have breakfast ready" Aunt May called from the other side.

Both boys looked at each other than while Ben made his way out of the room, Peter quickly changed out of his Spidey suit into fresh clothes he ran out of his bedroom going downstairs straight into the kitchen. When he entered he saw Aunt May flipping pancakes, but Ben was nowhere to be seen.

"Ben leave?" Peter asked as he walked over and took a seat at the table.

"Yes, since school is closed because of the gas leak yesterday he said he had plans with Ava today" Aunt May replied as she walked over and placed two plates of food down on the table.

She sent Peter a smile before she started eating so Peter started doing the same.

(!)

"**Spider-Man is a menace, constantly destroying the city and you know what I think? I think he and Shocker were working together" **

Spider-Man let out a groan of annoyance as he swung past the large screen showing J. Johan Jameson, the editor-in-chief of The Daily Bugle. A platform he uses to slander Spider-Man every chance he gets. He released his hold on the web line then flipped through the air before firing another web line. He swung upwards into the air and landed on the roof of a nearby building. _'Oh, come on' _Spider-Man thought to himself before jumping off the roof and firing off another web line and swung through the city again. As he swung through, his spider-sense kicked in alerting to him. He turned his head just in time to see a large explosion coming from a nearby bank. He landed on the roof when a purple and grey armored figure flew out of the bank carrying two bags of cash. He went to fire a web line at the armored person when suddenly his spider sense went off again.

Suddenly a white cladded figure leapt over Spider-Man and tackled the armored figure in mid-air with both of them crashing to the ground. Spider-Man jumped down and landed on the traffic light just as the white clad figure got to their feet.

"Ooookay" Spider-Man said clearly confused at what he was seeing happening in front of him.

He watched as the white cladded figure got to their feet and leapt at the armored figure again but before he could, he got hit in the face by webbing. Spider-Man swung down and kicked the armored figure away before landing next to the white cladded figure. Spider-Man got a better look at the armored figure who had robbed the bank, their appearance looked to be like a beetle.

"Who's the bug?" Spider-Man asked the white cladded figure.

White Tiger looked him up and down, shook her head and said,

"He's called The Beetle, a mercenary from Latveria."

"And you are?" Spider-Man asked and that's when he got a good look at him as well, the white clad hero was a female with long black hair which was tied up into a ponytail and the suit was white with grey stripes.

"You can call me White Tiger" the white cladded woman replied.

"White Tiger?" Spider-Man repeated then said with a smile, "I like it."

The two heroes turned their attention back to Beetle who had ripped the webbing off of his face. Spider-Man and White Tiger leapt away in opposite directions when Beetle started firing at them with plasma blasts from the gun on his wrist gauntlet. Beetle turned his attention and flew straight for Tiger as he activated his wrist blade. He swung it at her, but she dodged it and landed a kick to Beetle's stomach sending him to Spider-Man who connected with a right hook to Beetle's jaw sending him crashing down to the ground. Spider-Man landed on the ground next to Whiter Tiger. They both got ready to attack Beetle again but before they could the mercenary fired a plasma blast at a billboard making it fall towards a group of people below.

"Tiger, you save people" Spider-Man said worriedly, before leaping up and started firing off webbing in multiple directions catching the billboard in a large web before it hit the ground and harmed anyone below.

Spider-Man landed on the side of the building above the billboard and let out a sigh of relief when he saw no one was hurt. He looked down to see White Tiger was still there, so he dropped down landing next to her.

"Soo… Tiger, what's your story?" Spider-Man asked her.

White Tiger was quiet then turned to look at him.

"No offense Web Head but why should I trust you?" she asked him.

"Hey, I just helped you against The Beetle" Spider-Man replied.

"Who says I needed your help? I could've handled Beetle perfectly fine on my own" White Tiger snapped back before leaping upwards to a fire escape then proceeded up to the building and out of sight leaving Spider-Man standing there alone.

"That could've gone a lot better" Spider-Man said then he realized that he was going to be late for his internship with Dr. Connors so he fired a web line and launched himself up into the air.

(!)

The Beetle flew through the air at top speed slowing down as he neared his hideout. He pressed a button on his belt and a door slid open allowing him to fly inside. He quickly landed on the ground, then made his way over to a nearby table. He reached up and removed his helmet and placed back on the table. He then reached over to a tool box and flipped the lid open before removing a screwdriver. He was about to start work only to stop when he heard footsteps coming from behind him, he slowly lowered the screwdriver then spun around and raised his arm to fire off a plasmas blast only to stop when he saw it was the man who had hired him none other than Norman Osborn.

"You should be more careful, next time I may not hesitate" Beetle replied curtly before turning back around.

"And maybe you need a reminder as to who hired you to kill White Tiger and bring me her tiger amulet" Norman replied.

Beetle turned around to face Norman once more.

"There was a small complication, Spider-Man showed up" he replied coolly.

Norman's eyes widen in shock then a wicked smile crossed his lips as if he had been handed the naughty Christmas gift he had always wanted. He clapped his hands together before speaking.

"Things have gotten a little more interesting, change of plans, I'll double the payment if you bring me not only the amulet but the Spider's corpse as well" Norman said as he extended out his hand. "Deal?" he asked with a smirk.

Beetle stared at him for a moment before accepting the handshake.

"Deal."

(!)

_6:30 PM_

Mark made his way down the sidewalk towards his parent's house. Luckily for him his parents were out on a date which meant he and Liz would have the whole house to themselves. He couldn't wait to spend time with his sister since they were robbed of that time after he was sentenced to two years at the Horizon Juvenile Center. He had been a dumb kid making a stupid mistake and now he has atoned for that mistake. He had gotten an early release after signing up for some experimentational testing, which he had an appointment for later today. Hopefully it wouldn't take all day since he planned on ordering him and Liz some pizzas and spending the rest of the night watching movies. He stopped when he felt his phone vibrate in his pocket. He pulled it out to see a text from Liz telling him that he needed to hurry since she found a spider in her room and was too sacred to kill it herself. Mark rolled his eyes and smiled, then took off running down the sidewalk. He made his way up the front steps and went inside only to see all the lights had been turned off.

"Um…. Liz, did Dad forget to pay the electric bill?" Mark said with a chuckle.

Suddenly the lights came on in the living room and kitchen.

"SURPRISE!"

Mark's eyes widened in shock at the sight before him. All his friends and some of Liz's stood around with smiles on their faces. He couldn't believe that his sister had done all this for him. He stood in frozen looking at the faces before him, just as Liz was making her way towards him.

"Happy birthday bro" she said with a smile which Mark returned before pulling his sister in for a tight hug.

"Sis, this is great" he said as he pulled away.

He looked around then started high fiving, shaking hands and thanking people for coming. As he looked around he saw Harry, Gwen and Sally were all there, but one person was missing so he turned back to face Liz. "Peter not coming?" he asked.

Liz looked around then a scowl appeared on her face when she realized that she didn't see Peter either which made her mad since he had promised to be here for Mark's birthday. She pulled out her cell phone.

(!)

Peter stood at his workstation in the science lab. He had been working since three this afternoon, getting to the lab after the battle with White Tiger and Beetle not stopping to take a break. He had to get this formula right or all of his work that he had done would be for nothing. His concentration was broken when his cell phone went off. He pulled it out to see that Liz was calling him. He pressed the talk button followed by the speaker button so he could talk and work at the same time.

"Hey Liz, what's up?" he asked as he grabbed a beaker off the table.

"Where are you? You were supposed to be here fifteen minutes ago" was the first thing she said.

It hit him that tonight was Mark's birthday. He didn't reply which was all the answering she needed,

"Are you serious Peter? I've been planning his party for five weeks and the one thing I asked you to do was show up and you can't even do that?" she said with anger in her voice.

Pissed wasn't the word he would use to describe her right now. He was about to reply but she cut him off, "I don't want your excuses, I'm… tired of being disappointed by you" she hung up.

He hung his head in disappointment at himself, she had been relying on him to be there for her and Mark and he screwed that up just like he always does to his friends and it had been mostly due to the job. He looked up when he heard the door to the lab opening and saw Doctor Connors walking into the room.

"Mister Parker, go home, the work can be finished tomorrow" he said without looking up from his iPad.

Peter nodded his head then slipped his white lab coat off and placed it on the back of chair.

"Goodnight Mister Parker" Doctor Connors said as he neared the door.

"Night Doc" Peter replied as he stepped outside the lab.

He grabbed his backpack and rushed down the hall towards the elevator only to take a left and go through the door leading to the stairs. He rushed up the stairs leading to the roof. He was in such a rush that his foot slipped off the nearest step making him fall to the ground face first. He groaned in pain then quickly got back up to his feet and ran the rest of the way up the flight of stairs. Peter pushed open the door and stepped outside onto the roof of OsCorp. He placed his bag on the ground then unzipped it and pulled his boots, gloves and mask out of the bag before pulling his hoodie off over his head. He shoved his hoodie, pants and sneakers inside then zipped the bag shut. Peter pulled on his boots and gloves but before he could take out his mask, his spider sense went off and he leapt up above the door and moved to a shadowy area on the other side just as the door opened and two security guards stepped outside to have a smoke.

He peered around to stare at the two guards watching them very closely. He pulled his head back then slipped on his mask before leaping off the roof with his backpack on his back. He free falls towards the ground then quickly fired off a web line. When it attached itself to a nearby building he swung upwards and started swinging through the city. He continued swinging and was swinging past the Daily Grind when suddenly his spider sense went off. He looked around but before he realized it he was tackled in midair and was knocked to the ground. He looked up to see Beetle standing over him pointing his plasma gun right at him.

(!)

Mark shrugged his shoulders when he saw Liz storm out of the room after getting off the phone. He smiled and started walking around greeting everyone who had come to his party. He walked over to the coolers and picked up a can of soda. He had just popped the can open when there was a knock at the door. He walked over and opened the door to see Ava standing there holding a present.

"Ava?" Mark said with shock never expecting her to show up.

"Sorry if I'm intruding, I wasn't exactly invited but my date decided to ghost me at the last second" Ava replied.

Mark smirked then stepped aside allowing her to enter the house. The two made their way over to a table and Ava placed her present down next to the rest of the presents, then Mark handed her a can of soda. He grabbed his can and was about to pop the tab when suddenly everyone's phones started going off. Everyone was pulling out their phones to see what they were all getting. It was a news alert from the Daily Bugle app. Mark watched in shock as Spider-Man and someone called The Beetle were batting downtown near OsCorp. He watched for a little bit before looking up over at Ava to see what she was thinking but was shocked to see that she was gone. He turned to walk over to where Harry and Gwen were standing, but before he could, Liz came storming out of the kitchen seeing that something was clearly troubling his sister he walked over to the snack table.

"Liz, you alright?" he asked her.

"No, I am not okay" she snapped before turning to face him, "Peter promised that he would be here for your surprise party but of course he "just happened" to forget." She said with air quotes.

"I am so sick of him breaking his promises" she growled before reaching over and snatching up an empty bowl on the table.

Mark stopped her by grabbing her wrist.

"Liz, did you think that maybe Pete actually did forget? I mean you have to remember that he did lose his uncle a month ago, he has a lot on his mind" Mark said trying to reason with his sister.

"I… I mean I guess you're right, I haven't been the best person to Peter, even before he lost his uncle" Liz said looking down with guilt into the empty bowl then up at Mark.

She turned and quietly made her way back into the kitchen to fill the bowl up once again. Mark watched her leave then turned around and took a sip of his soda, he went to over to where Gwen and Harry were standing.

"Hey guys."

(!)

Spider-Man quickly dodged the plasma blast from Beetle for what seemed to be the fourth time since the mercenary ambushed him as he left OsCorp. Spider-Man swung around as he dodged each blast but eventually his luck ran out and Beetle shot the webline that he was holding onto. It made him fall to the ground hard. Spider-Man looked up as Beetle made his way over to where he was laying on the ground, _'just my luck' _Spidey thought to himself while he watched as Beetle raised his arm to fire off another plasma blast but before the Latveria mercenary could fire his shot, White Tiger came from out of nowhere and kicked Beetle in the side of the head, she landed on the ground between Spidey and Beetle and wasted no time running towards Beetle. She jumped into the air and after wrapping her legs around his neck she took him down with a head scissors maneuver which sent him flying into a car across from them.

"Looks like it's my turn to save your hide Web Head" she said as she offered out her hand to Spidey who accepted it allowing her to help him to his feet.

"Yeah, yeah burgers on me after we take care of this loser" Spider-Man replied as they returned their attention to Beetle who was getting back to his feet almost as if White Tiger's attack had no effect on him.

"Any tips on how to beat this guy?" Spider-Man asked her, but instead of answering his question Tiger summoned her claws then rushed towards Beetle.

"Oh-kay" he replied as he shot a webline then swung towards Beetle who was currently in a hand to hand fight with White Tiger.

Spider-Man released his webline just as Beetle was able to knock Tiger on her back. He shot some webbing which hit Beetle right in the face making the mercenary stumble backwards away from White Tiger. Spidey landed on the ground as Beetle ripped the webbing off his face. He reached over and pressed a button on his gauntlet activating his blade before turning his jet pack on and shot right towards them.

Spider-Man leapt to the side while Tiger leapt up just as Beetle flew under her. She turned her body and using her claws slashed his jet pack destroying it in the process. Beetle couldn't control his flight any longer due to Tiger destroying his pack, so he quickly landed on the ground and tossed his pack to the side before turning his attention to his targets. Unfortunately for the three of them the sound of police sirens could be heard getting louder so Beetle reached into his belt and pulled smoke pellets out which he smashed on the ground helping him to make his exit.

"He got away again" White Tiger growled in annoyance.

"We better jet too unless you wanna end up in a cage tonight" Spider-Man said as he fired off a webline which launched him into the air.

He swung a few blocks away until he came to a stop on a rooftop of a building. He turned his head just as White Tiger landed on the rooftop as well.

"I'm surprised you followed, thought you'd be long gone" he said as he walked over and sat on the edge of the building. White Tiger walked over and took a seat next to him.

"I believe you offered burgers for saving your butt" she retorted.

Spider-Man smirked under his mask then responded.

"Yes, yes I did but before we do that I have this feeling like I know you or I've meet you before" Spider-Man said.

"Big city" she replied.

"I feel like I can trust you though and I don't trust a lot of people" he answered back before getting up to his feet.

He walked away making her turn her head to see what he was doing.

"You see I have this thing called a spider sense and whenever I'm in danger it goes off alerting me to that danger but with you… with you there's nothing which means I have met you without the mask" he added.

"So what?" she said not understanding where he was going with the whole thing.

"Which means I can do this…" he said then grabbed the top of his mask and pulled off revealing his face to her.

"Holy shit Pete?" she said in shock.

"So, you do know who I am, what about you?" he said with a smirk taking a couple of steps towards her.

White Tiger let out a grumble of annoyance then stood up and started to pull her mask off when Peter's phone started to ring. He gave her an apologetic look before answered his phone.

"Liz?" he said in confusion.

"_Hey, Pete, I just wanted to call and apologize for the way I've been acting. I mean I've been a total bitch to you without realizing that you've been going through a lot since your uncle Ben died so I hope that maybe we could start over and be friends again?" _Liz said.

Peter while still confused at Liz's change of heart smiled.

"I'd like that Liz, very much" he replied then hung up the phone but when he looked up he was alone on the rooftop.

(!)

Mark made his way down the sidewalk. Every few seconds he would turn his head and peer over his shoulder to make sure that no one was following him. He stopped just outside an alleyway and looked around again before pulling his hood on over his head and made his way down the alley. He stopped right outside a door near the end of the alley and took a sharp breath before knocking on the door. He stepped back and only had to wait a few moments before the panel on the door slid open and a pair of eyes peered through and stared at him for a second. The panel slid back shut. Mark started getting nervous when he didn't hear anything coming from the other side of the door, but his nerves calmed when the door swung open. He walked inside. The door closed behind him and he made his way down the dimly lit hallway. He felt cold as he made his way down the hall towards two armed men who were standing in front of a door at the end of the hall.

"I have an appointment with Dr. Miles" Mark said trying to act confidently but failed when the men cocked their guns and he flinched.

The guard on the right reached over and pulled the door opened allowing Mark to walk inside. Ashe looked around at the room that he entered, he saw Dr. Warren Miles standing next to a medical bed and walked over to him and took a look around at his surroundings.

"Mister Allen, right on time, please remove your shirt and hop on the bed" Dr. Warren said as he patted the bed next to him.

Mark nodded his head then pulled his shirt off over his head and hopped onto the bed with his legs dangling over the side.

"So doc they didn't say what I was signing up for when they offered me the chance to get out early" Mark said clearly worried about what he had signed up for.

Dr. Warren chuckled before pulling out a syringe out of his coat pocket. Then without warning he stuck the needle into Mark's arm alarming the older Allen but before he could say anything, everything started to get hazy and soon Mark found himself feeling dizzy then passed out on the bed. Dr. Warren removed the needle and tossed it into the trash before stepping backwards. He stood there watching Mark for a what seemed a few minutes when suddenly Mark's eyes popped open and he shot up into a sitting position. Mark turned his head to face Dr. Warren with a smile on his face. He felt amazing, like he could do anything.

"Doc, I don't know what you injected me with, but I feel amazing" Mark said as he hopped down from the bed.

He looked down at his hands but suddenly the smile vanished from his face as he started to feel extremely hot. To Mark's horror, his skin started to glow and the next thing he knew his hands burst into flames followed by his entire body bursting into flames.

"What the hell…" Mark started to say then looked up at Dr. Warren with intense anger and started making his way towards the doctor in a rage leaving lit footsteps in his path. "What did you do to me" he growled in a rage as he drew closer to the doctor.

"I can make you a cure, but you have to do something for me Mister Allen. If you want me to have no complications in making it" Dr. Warren said as he stepped backwards stopping when Mark stops. "You do this then I will be able to spend time working on not only a cure for you but everyone" Dr. Warren says.

"What do you need me to do?" Mark asked knowing he was in a no-win situation.

"Kill Spider-Man. He is the only one in the way of me being able to create the cure for you" Dr. Warren said calmly.

"And how am I supposed to find him?" Mark asked.

A smile crossed Dr. Warren's lips.

"Your partner can handle that" Dr. Warren said then motioned to a dark corner in the room. A few seconds later Beetle emerged from the shadows. "So, do we have a deal Mister Allen?" Dr. Warren asks.

Mark looked down at his hands and tightened his fists then looked up again with a wicked smile,

"Call me Molten Man."

**There up have it ladies and gentlemen. Beetle, Molten Man & White Tiger have been introduced into the story. **

**Also I have an idea of Peter forming a group of young heroes like himslf but I can't think of a name they could use I'll have a poll on my profile allowing you guys to pick the name. **

**And if anyone reading this happens to be a Batman fan and has read my The Batman story, I have been kicking around the idea of rebooting it but could really use some help with it so if anyone is willing to collaborate with me on that reboot and any other DC story please let me know. **


End file.
